Terms of Service

1. Acceptance of these Terms

These Terms of Service (the “Terms”) form a binding legal agreement between you and GrowDVM Inc., a California corporation with offices at 35111 Newark Blvd, STE F, Newark, CA 94560 (“GrowDVM,” “we,” “us,” or “our”). By accessing or using our website at growdvm.com and any related subdomains (the “Site”), engaging our marketing services (the “Services”), or signing an engagement agreement with us, you agree to be bound by these Terms and by our Privacy Policy.

If you do not agree to these Terms, do not use the Site or our Services.

2. Eligibility

To use the Site or engage our Services, you must be at least 18 years old and have the legal authority to enter into a binding contract on behalf of yourself or the entity you represent. By using the Site or our Services, you represent and warrant that you meet these eligibility requirements.

3. Use of the Site

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Site for lawful, informational purposes. You agree not to:

• Use the Site for any unlawful purpose or in violation of any applicable law or regulation
• Attempt to interfere with, compromise the security of, or disrupt the Site or our systems
• Reverse engineer, scrape, mirror, or extract data from the Site without our prior written consent (except as permitted by applicable law and standards like robots.txt)
• Use the Site to send unsolicited commercial communications, advertise competing services, or otherwise solicit our visitors
• Misrepresent your identity, affiliation, or the source of any content you submit
• Upload or transmit any virus, worm, malicious code, or harmful content

4. Our Services

GrowDVM provides marketing, advertising management, search engine optimization, search engine marketing, content production, social media management, website development, conversion optimization, call tracking integration, marketing automation, and related professional services to independently owned veterinary practices. Specific Services to be performed for any client are described in a written engagement agreement, statement of work, or order form (“Engagement Agreement”).

5. Client engagement and separate agreements

These Terms govern your general use of the Site and the relationship between us during pre-engagement activities (such as inquiries, strategy calls, and proposals). When you engage GrowDVM to provide Services, the specific scope, deliverables, fees, term, and additional terms applicable to that engagement are set forth in a separate Engagement Agreement. In the event of any conflict between these Terms and a signed Engagement Agreement, the Engagement Agreement controls for matters within its scope, except where otherwise expressly stated in these Terms.

6. Fees, payment, and no refunds

Fees, billing schedule, payment method, and term for our Services are set forth in the applicable Engagement Agreement. Unless otherwise stated in writing:

• Management fees are billed monthly in advance.
• Setup fees and one-time deliverables are billed at engagement start.
• Advertising spend on third-party platforms (Google Ads, Meta Ads, TikTok Ads, etc.) is the client's responsibility, billed directly by those platforms to the client's payment method.
• Late payments accrue interest at the lesser of 1.5% per month or the maximum amount permitted by law.

7. Guarantee program

Where a client engages us under our Guarantee program, the terms of that program (the “Guarantee Terms”) are provided in writing as part of the Engagement Agreement signed at onboarding and incorporated into that Agreement. The Guarantee program is available only to clients who meet and continue to meet the qualifying criteria stated in the Guarantee Terms. Where the Guarantee threshold is not met within the applicable period, the remedy is a waiver of future management fees as described in the Guarantee Terms. The Guarantee program does not provide for refunds of fees already paid.

8. Intellectual property

8.1 GrowDVM intellectual property

The Site, our methodologies, processes, audit frameworks, templates, dashboards, internal software, training materials, written content not specifically prepared as a client deliverable, and all trademarks, service marks, logos, and trade names are owned by GrowDVM or our licensors and are protected by copyright, trademark, and other intellectual property laws. You may not reproduce, distribute, modify, or create derivative works of any of the foregoing without our prior written consent, except as expressly permitted by law.

8.2 Client deliverables

Subject to full payment of all fees due, GrowDVM assigns to the client all right, title, and interest in the final approved deliverables specifically prepared for that client under an Engagement Agreement (such as website code, custom graphics, copy, and creative assets), excluding (a) third-party materials, (b) GrowDVM's pre-existing tools, methodologies, and frameworks, (c) generic or stock components, and (d) any work product still in draft form or not yet approved by the client. GrowDVM retains a perpetual, non-exclusive license to use anonymized samples of client deliverables in our portfolio and marketing materials, unless prohibited in writing in the Engagement Agreement.

8.3 Use of client marks

Client grants GrowDVM a limited, royalty-free license to use the client's name, logo, and marks during the term of the engagement solely for the purpose of providing the Services, and after the engagement, for the limited purpose of identifying the client as a former client in GrowDVM's marketing materials and case studies. Client may opt out of post-engagement use by written request.

9. Third-party services and content

Our Services involve third-party platforms and tools (such as Google Ads, Meta Ads, TikTok Ads, Google Analytics, GoHighLevel, WhatConverts, hosting providers, and other vendors). We are not responsible for the performance, availability, content, terms, or pricing of those third-party services. You acknowledge that your use of those services is governed by their respective terms and that those terms may change. Outages, policy changes, account suspensions, or feature removals by third-party platforms are outside our control and do not constitute a breach of these Terms.

10. Confidentiality

Each party may receive non-public, confidential, or proprietary information from the other party in connection with the Services. Each party agrees to (a) use the other party's confidential information solely to perform or receive the Services, (b) protect that confidential information with at least the same degree of care it uses to protect its own confidential information of similar importance (and in no event less than a reasonable degree of care), and (c) not disclose that confidential information to any third party except to its employees, agents, and service providers who have a need to know and who are bound by confidentiality obligations no less protective than these Terms.

Confidential information does not include information that is (i) publicly known through no fault of the receiving party, (ii) already known to the receiving party without confidentiality obligations, (iii) independently developed by the receiving party, or (iv) lawfully obtained from a third party not subject to confidentiality obligations.

11. Disclaimers

THE SITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GROWDVM DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, GROWDVM DOES NOT WARRANT THAT (A) THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE OR SERVICES WILL BE ACCURATE OR RELIABLE; OR (C) ANY ERRORS WILL BE CORRECTED. EXCEPT WHERE PROVIDED IN A SIGNED ENGAGEMENT AGREEMENT OR THE SEPARATELY DOCUMENTED GUARANTEE PROGRAM, GROWDVM DOES NOT GUARANTEE ANY SPECIFIC RESULTS FROM ITS SERVICES, INCLUDING THE NUMBER OF LEADS, INQUIRIES, CONVERSIONS, RANKINGS, OR REVENUE A CLIENT MAY OBTAIN.

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GROWDVM, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, LOST DATA, LOST GOODWILL, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THESE TERMS, THE SITE, OR THE SERVICES, EVEN IF GROWDVM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN ANY EVENT, GROWDVM'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, THE SITE, OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID BY YOU TO GROWDVM DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE THOUSAND U.S. DOLLARS ($1,000).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. TO THE EXTENT THESE LIMITATIONS ARE NOT PERMITTED, OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

13. Indemnification

You agree to defend, indemnify, and hold harmless GrowDVM, its affiliates, and their respective officers, directors, employees, and agents from and against any and all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to (a) your use of the Site or Services in violation of these Terms; (b) content, marks, or materials you provide to us; (c) your violation of any law or third-party right; or (d) your acts or omissions in operating your business, including any claims by your customers, patients, employees, or vendors. GrowDVM may, at its option, assume the defense of any matter for which you are obligated to indemnify it.

14. Term and termination

These Terms remain in effect while you use the Site or our Services. The term and termination of any client engagement are governed by the applicable Engagement Agreement. Either party may terminate the Engagement Agreement in accordance with its terms. Upon termination, we will deliver work product in process, transfer access to client-owned accounts (such as ad accounts, GBP, GA4, GTM), and the no-refunds provisions in Section 6 apply.

Sections that by their nature should survive termination (including intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, governing law, and arbitration) will survive.

15. Governing law and venue

These Terms are governed by the laws of the State of California, without regard to conflict-of-laws principles. Subject to the arbitration agreement in Section 16, any dispute that may proceed in court will be brought exclusively in the state or federal courts located in Alameda County, California, and each party consents to personal jurisdiction and venue in those courts.

16. Arbitration agreement and class action waiver

Please read this section carefully. It affects your legal rights and requires you to resolve disputes through binding arbitration on an individual basis.

16.1 Binding arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms or the Services, except as set forth in Section 16.3, will be resolved by binding arbitration administered by JAMS in accordance with its Streamlined Arbitration Rules and Procedures then in effect. The arbitration will be conducted by a single arbitrator, in English, in Alameda County, California (or via teleconference for amounts in dispute under $25,000). The arbitrator's decision will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

16.2 Class action waiver

All disputes will be arbitrated on an individual basis. You and GrowDVM each waive any right to participate in a class action, class arbitration, or representative proceeding against the other. The arbitrator may not consolidate more than one person's claims and may not preside over any form of class or representative proceeding.

16.3 Carveouts

Notwithstanding the above, either party may (a) bring an individual action in small claims court, (b) seek injunctive or equitable relief in court for the unauthorized use or infringement of intellectual property or confidential information, or (c) bring enforcement actions, validity determinations, or claims relating to either party's intellectual property rights, in court.

16.4 Opt-out

You may opt out of the arbitration agreement in this Section 16 by sending written notice to legal@growdvm.com within 30 days of first agreeing to these Terms. The notice must include your name, address, and a clear statement that you wish to opt out of arbitration.

17. Changes to these Terms

We may update these Terms from time to time. When we do, we will update the “Last updated” date at the top of this page. If we make material changes, we will provide notice (for example, by adding a banner on our Site or sending you an email if we have your address on file). Your continued use of the Site or Services after the changes take effect constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Site and Services.

18. Miscellaneous

Entire agreement. These Terms, together with any applicable Engagement Agreement, the Privacy Policy, and the Guarantee Terms (where applicable), constitute the entire agreement between you and GrowDVM regarding the subject matter and supersede all prior or contemporaneous understandings.

Severability. If any provision is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permitted, and the remaining provisions will remain in full force.

No waiver. Our failure to enforce any provision is not a waiver of our right to do so later.

Assignment. You may not assign these Terms without our prior written consent. GrowDVM may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets.

Force majeure. Neither party is liable for delays or failures in performance caused by events beyond reasonable control, including acts of God, war, terrorism, civil unrest, government action, pandemic, internet or telecommunications outages, or third-party platform suspensions.

Notices. Notices to GrowDVM must be sent in writing to the address in Section 19. Notices to you may be sent to the email address you provided to us or by posting on the Site.

Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, employment, or fiduciary relationship.

19. Contact

GrowDVM Inc.
Attn: Legal
35111 Newark Blvd, STE F
Newark, CA 94560
Email: legal@growdvm.com
Phone: +1 (650) 374-5868